Common use of Regulation S Global Security to Rule 144A Global Security Clause in Contracts

Regulation S Global Security to Rule 144A Global Security. If a holder of a beneficial interest in a Regulation S Global Security wishes to transfer all or a part of its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a Rule 144A Global Security, such holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Security of the same Class. Upon receipt by the Trustee, as Notes Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as Notes Registrar, to cause such Rule 144A Global Security to be increased by an amount equal to such beneficial interest in such Regulation S Global Security but not less than the minimum denomination applicable to the related Class of Notes, and (B) a certificate substantially in the form of Exhibit D hereto given by the prospective transferee of such beneficial interest and stating, among other things, that such transferee acquiring such interest in a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce such Regulation S Global Security by the aggregate principal amount of the interest in such Regulation S Global Security to be transferred and increase the Rule 144A Global Security specified in such instructions by an Aggregate Outstanding Amount equal to such reduction in such principal amount of the Regulation S Global Security.

Regulation S Global Security to Rule 144A Global Security. If a holder an owner of a beneficial interest in a Regulation S Global Security deposited with the Depositary wishes at any time to exchange its interest in such Regulation S Global Security for an interest in a corresponding Rule 144A Global Security or to transfer all or a part of its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a an interest in the corresponding Rule 144A Global Security, such holder owner may, subject to the terms hereof immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depositoryapplicable Depositary, as the case may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a the Rule 144A Global Security of Security. To the same Class. Upon receipt by extent that the Trustee, as Notes Securities Registrar, of has received (A) instructions from Euroclear, Clearstream, Luxembourg or the Depositoryapplicable Depositary, as the case may be, directing the Trustee, as Notes Securities Registrar, to cause such to be credited a beneficial interest in the Rule 144A Global Security to be increased by an amount equal to such the beneficial interest in such the Regulation S Global Security to be exchanged or transferred but not less than the minimum denomination applicable to Securities held through Rule 144A Global Securities, such instructions to contain information regarding the related Class of Notesparticipant account with the Depositary to be credited with such increase, and (B) a certificate substantially in the form of Exhibit D hereto C attached hereto, given by the prospective owner of such beneficial interest (in the case of an exchange) or the transferee of such beneficial interest and stating, among other things, (in the case of a transfer) stating that such transferee the Person acquiring such interest in a the Rule 144A Global Security is a QIB QIB/QP and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States U.S. or any other applicable relevant jurisdiction, or that, in the case of an exchange, the owner is a QIB/QP, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Securities Registrar, as will instruct the case may be, shall approve the instruction at the Depository Depositary to reduce such the Regulation S Global Security by the aggregate principal amount of the beneficial interest in such the Regulation S Global Security to be transferred or exchanged, and increase the Trustee, as Securities Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Security specified in such instructions by an Aggregate Outstanding Amount equal to such the reduction in such the principal amount of the Regulation S Global Security.

Regulation S Global Security to Rule 144A Global Security. If a holder of a beneficial interest in a Regulation S Global Security wishes to transfer all or a part of its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a Rule 144A Global Security, such holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Security of the same Class. Upon receipt by the Trustee, as Notes Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as Notes Registrar, to cause such Rule 144A Global Security to be increased by an amount equal to such beneficial interest in such Regulation S Global Security but not less than the minimum denomination applicable to the related Class of Notes, and (B) a certificate substantially in the form of Exhibit D J hereto given by the prospective transferee of such beneficial interest and stating, among other things, that such transferee acquiring such interest in a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce such Regulation S Global Security by the aggregate principal amount of the interest in such Regulation S Global Security to be transferred and increase the Rule 144A Global Security specified in such instructions by an Aggregate Outstanding Amount equal to such reduction in such principal amount of the Regulation S Global Security.

Regulation S Global Security to Rule 144A Global Security. If a holder the owner of a beneficial interest in a Regulation S Global Security of any series of Securities issued from time to time pursuant to this Indenture wishes at any time to transfer all or a part of its such interest in such Regulation S Global Security to a Person who wishes to take delivery thereof acquire the same in the form of a Rule 144A Global Security, such holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Rule 144A Global Security of such series of Securities, such transfer may be effected only in accordance with this Section 2.3(d) and the same ClassApplicable Procedures. Upon receipt by the Trustee, as Notes Securities Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg an order given by the Depositary or the Depository, as the case may be, its authorized representative directing the Trustee, as Notes Registrar, to cause that a beneficial interest in such Rule 144A Global Security in a specified principal amount be credited to a specified account and that a beneficial interest in such Regulation S Global Security in an equal principal amount be increased debited from another specified account and (B) a certificate in the form of Appendix B hereto, satisfactory to the Trustee and duly executed by an amount equal to the owner of such beneficial interest in such Regulation S Global Security but not less than the minimum denomination applicable to the related Class of Notes, and (B) a certificate substantially or his attorney duly authorized in the form of Exhibit D hereto given by the prospective transferee of such beneficial interest and stating, among other things, that such transferee acquiring such interest in a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdictionwriting, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Securities Registrar, as shall reduce the case may be, shall approve the instruction at the Depository to reduce principal amount of such Regulation S Global Security by and increase the aggregate principal amount of the interest in such Regulation S Global Security to be transferred and increase the Rule 144A Global Security by such specified principal amount. APPENDIX B FORM OF CERTIFICATE OF TRANSFER American Express Company 200 Xxxxx Xxxxxx New York, New York 10285 The Bank of New York Mellon 200 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [ ]% Senior Notes due [ ] (the “Notes”) Reference is hereby made to the Indenture, dated as of December 2, 2021 (the “Indenture”), between American Express Company (the “Company”), and The Bank of New York Mellon, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns and proposes to transfer the Notes or interest in such Notes specified in such instructions by an Aggregate Outstanding Amount equal to such reduction Annex A hereto, in such the principal amount of $[ ] (the Regulation S Global Security.“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Regulation S Global Security to Rule 144A Global Security. If a holder of a beneficial interest in a Regulation S Global Security wishes to transfer all or a part of its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a Rule 144A Global Security, such holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Security of the same Class. Upon receipt by the Trustee, as Notes Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as Notes Registrar, to cause such Rule 144A Global Security to be increased by an amount equal to such beneficial interest in such Regulation S Global Security but not less than the minimum denomination applicable to the related Class of Notes, and (B) a certificate substantially in the form of Exhibit D F hereto given by the prospective transferee of such beneficial interest and stating, among other things, that such transferee acquiring such interest in a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce such Regulation S Global Security by the aggregate principal amount of the interest in such Regulation S Global Security to be transferred and increase the Rule 144A Global Security specified in such instructions by an Aggregate Outstanding Amount equal to such reduction in such principal amount of the Regulation S Global Security.

Regulation S Global Security to Rule 144A Global Security. If a holder of a beneficial interest in a Regulation S Global Security wishes to transfer all or a part of its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a Rule 144A Global Security, such holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Security of the same Class. Upon receipt by the Trustee, as Notes Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as Notes Registrar, to cause such Rule 144A Global Security to be increased by an amount equal to such beneficial interest in such Regulation S Global Security but not less than the minimum denomination applicable to the related Class of Notes, and (B) a certificate substantially in the form of Exhibit D hereto given by the prospective transferee of such beneficial interest interest, and stating, among other things, that such transferee acquiring such interest in a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtaining such beneficial interest in a transaction pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce such Regulation S Global Security by the aggregate principal amount of the interest in such Regulation S Global Security to be transferred and increase the Rule 144A Global Security specified in such instructions by an Aggregate Outstanding Amount equal to such reduction in such principal amount of the Regulation S Global Security.